April 10, 1997 Reference is hereby made to the Credit Agreement, dated as of June 9, 1995, among Harrah's Entertainment, Inc. ("Parent"), Harrah's Operating Company, Inc. (the "Company"), Marina Associates ("Marina"), the lenders from time to time...
EX-4.5
CONSENT
April 10, 1997
Reference is hereby made to the Credit Agreement, dated as of
June 9, 1995, among Xxxxxx'x Entertainment, Inc. ("Parent"), Xxxxxx'x Operating
Company, Inc. (the "Company"), Marina Associates ("Marina"), the lenders from
time to time party thereto (the "Banks"), Bankers Trust Company, The Bank of New
York, CIBC Inc., Credit Lyonnais, Atlanta Agency, Xxxxx Fargo Bank, N.A., The
Long-Term Credit Bank of Japan, Limited, New York Branch, NationsBank, N.A.
(South), Societe Generale and The Sumitomo Bank, Limited, New York Branch, as
Agents (the "Agents"), and Bankers Trust Company, as Administrative Agent (the
"Administrative Agent") (as amended, modified or supplemented from time to time,
the "364-Day Credit Agreement"). Unless otherwise defined herein, capitalized
terms used herein shall have the respective meanings provided in the 364-Day
Credit Agreement.
Pursuant to Section 2.04(a) of the 364-Day Credit Agreement,
the Company has submitted to the Administrative Agent the attached written
request (and accompanied officer's certificate) to extend the Final Maturity
Date of the 364-Day Credit Agreement to May 27, 1998. In connection therewith,
each of the undersigned Banks hereby agrees to extend its Maturity Date (and the
Final Maturity Date) to May 27, 1998.
This Consent may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed shall be an original, but all of which shall together
constitute one and the same instrument. A complete set of counterparts shall be
lodged with Parent and the Administrative Agent.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Consent to be duly executed and delivered.
XXXXXX'X ENTERTAINMENT, INC.
By /s/Xxxxxxx X. Xxxxxx
-------------------------
Title: Vice President
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XXXXXX'X OPERATING COMPANY, INC.
By /s/Xxxxxxx X. Xxxxxx
--------------------------
Title: Vice President
MARINA ASSOCIATES
By: XXXXXX'X ATLANTIC CITY, INC.,
a general partner
By /s/Xxxxxxx X. Xxxxxxxx
--------------------------
Title: Assistant Secretary
By: XXXXXX'X NEW JERSEY, INC.,
a general partner
By /s/Xxxxxxx X. Xxxxxxxx
--------------------------
Title: Assistant Secretary
BANKERS TRUST COMPANY,
Individually and as
Administrative Agent
and as an Agent
By /s/Xxxx Xxx Xxxxx
--------------------------
Title:
THE BANK OF NEW YORK,
Individually and as an
Agent
By /s/Xxxxxxx X. Xxxxxx
--------------------------
Title: Vice President
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CIBC INC., Individually and
as an Agent
By /s/Xxxx X. Xxxxxxx
--------------------------
Title: Managing Director, CIBC
Wood Gundy Securities
Corp., AS AGENT
CREDIT LYONNAIS, ATLANTA AGENCY,
Individually and as an Agent
By /s/Xxxxx X. Xxxxxx
--------------------------
Title: First Vice President
& Manager
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By /s/Xxxxx X. Xxxxxx
--------------------------
Title: Authorized Signature
XXXXX FARGO BANK, N.A.,
Individually and as Agent
By /s/Xxxxxxx Xxxxxxxxxxxx
--------------------------
Title: V.P.
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH,
Individually and as an Agent
By /s/Xxxx X. Xxxxxxxx
--------------------------
Title: Joint General Manager
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NATIONSBANK, N.A. (SOUTH),
Individually and as an Agent,
By /s/Xxxxxxxx X. Xxxxx
--------------------------
Title: Vice President
SOCIETE GENERALE, Individually and
as an Agent
By /s/J. Xxxxxx Xxxxx
------------------------------
Title: Regional Manager
THE SUMITOMO BANK, LIMITED,
ATLANTA AGENCY, Individually
and as an Agent
By /s/Xxxxxxxx Xxxxxxxxx
--------------------------
Title: Joint General Manager
BANK OF AMERICA NATIONAL TRUST
AND SAVING ASSOCIATION
By /s/Xxxxx Xxxxx
--------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/A. S. Xxxxxxxxxx
--------------------------
Title: Sr. Team Leader-
Loan Operations
-79-
GIROCREDIT BANK A.G. DER
SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH
By /s/Xxxx Xxxxxxx
--------------------------
Title:
By /s/Xxxxxxx Xxxxx
--------------------------
Title:
THE TOKAI BANK, LIMITED,
NEW YORK BRANCH
By /s/Xxxxxx X. Xxxxxxxx
--------------------------
Title: Deputy General Manager
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
By /s/Xxxxxxxx X. Xxxxx
--------------------------
Title: VP
FIRST AMERICAN NATIONAL BANK
By /s/Xxxxxxxxx X. Xxxxxx
--------------------------
Title: Senior Vice President
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By /s/Xxxxx X. Xxxxx, Xx.
--------------------------
Title: Vice President
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By /s/Xxxxx Xxxx
--------------------------
Title: General Manager
PNC BANK, NATIONAL ASSOCIATION
(success by merger to Midlantic
Bank, N.A.)
By /s/Xxxxxx X. Xxxxxx
--------------------------
Title: Vice President
THE SANWA BANK, LIMITED,
ATLANTA AGENCY
By /s/Xxxxxx X. Xxxxx
--------------------------
Title: Vice President
UNITED STATES NATIONAL BANK
OF OREGON
By /s/Xxxx Xxxxxxxx
--------------------------
Title: Assistant Vice
President
DEPOSIT GUARANTY NATIONAL BANK
By /s/Xxxxx X. Xxxxxxxx
--------------------------
Title: Senior Vice President
THE MITSUBISHI TRUST & BANKING
CORP.
By /s/Xxxxxxxx Xxxxxx XxXxxx
--------------------------
Title: Senior Vice President
-00-
XXXXXXXXXXXX XXXXXXXXXX
XXXXXXXXXXXX, XXX XXXX BRANCH
By /s/Xxxxx Xxxxx
--------------------------
Title: Vice President
By /s/Xxxxx Vineau
--------------------------
Title: Senior Analyst
ABN AMRO BANK N.V., SAN XXXXXXXXX
XXXXXX
By /s/Jan-Xxxx Xxxxxxxxxx
--------------------------
Title: Vice President
By /s/Xxxxxx X. Xxxxxx
--------------------------
Title: Portfolio Officer
SUNTRUST BANK, NASHVILLE, N.A.
By /s/Xxxxx X. Xxxxx
--------------------------
Title: Vice President
FIRST NATIONAL BANK OF COMMERCE
By /s/Xxxxx Xxxxxxx
--------------------------
Title: Sr. Vice President
FLEET BANK N.A.
By /s/Xxxx Xxxxxxxx
--------------------------
Title: SVP
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